REGISTRATION RIGHTS AGREEMENT



                  This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is

dated as of March 28, 2002, by and among



1.       USA NETWORKS, INC, a company incorporated under the laws of the state

of Delaware whose principal executive offices are at 152 West 57th Street, New

York, New York 10019, USA ("USA");



2.       HARRY GOODMAN whose address is Ivers, Basted Lane, Kent, TN15 8PZ;



3.       DENIS STRAUSS whose address is 21 Cheyne Walk, London SW3;



4.       PETER ATKIN whose address is 12 Elms Avenue, London, N20 2JP;



5.       DR URS DIETRICH whose address is Sihlporte 3, PO Box 200, CH 8021,

Zurich, Switzerland;



6.       McJILL CORPORATION a company incorporated under the laws of the British

Virgin Islands whose registered office is at Cutlass Building, Wickhams Cay,

Road Town, Tortola, British Virgin Islands;



7.       KUONI REISEN HOLDING AG a company incorporated under the laws of

Switzerland whose registered office is at Neue Hard 7, Zurich, CH-8010 Zurich

8005, Switzerland;



8.       BARCLAYS INDUSTRIAL DEVELOPMENT LIMITED a company incorporated under

the laws of England and Wales whose registered office is at 54 Lombard Street,

London, EC3P 3AH;



9.       BARCLAYS PVLP PARTNER LIMITED a company incorporated under the laws of

England and Wales whose registered office is at 54 Lombard Street, London, EC3P

3AH;



10.      CLINK STREET NOMINEES LIMITED a company incorporated under the laws of

England and Wales whose registered office is at 54 Lombard Street, London, EC3P

3AH; and



11.      PARALLEL VENTURES NOMINEES NO.2 LIMITED a company incorporated under

the laws of England and Wales whose registered office is at 107 Cheapside,

London, EC2V 6DU;



       (each a "TVTS Shareholder", and together the "TVTS Shareholders").



                              W I T N E S S E T H:



                  WHEREAS, USA, the TVTS Shareholders and certain other parties

have entered into a Sale and Purchase Agreement, dated as of the date hereof

(including any amendment, restatement, modification or supplement thereto or

thereof, the "Acquisition Agreement"), providing for, among other things, the

acquisition by USA of all the ordinary shares of TV Travel Group Limited, a

limited company organized under the laws of the United Kingdom ("TVTS")





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on the terms and subject to the conditions set forth therein (capitalized terms

used in this Agreement and not otherwise defined shall have the meanings

ascribed to such terms in the Acquisition Agreement);



                  WHEREAS, in, or as a result of, the transaction contemplated

under the Acquisition Agreement ("Transaction"), the TVTS Shareholders will

receive, amongst other things, cash and shares of common stock, par value $0.01

per share, of USA ("USA Common Stock") in exchange for shares of TVTS owned by

the TVTS Shareholders at Completion; and



                  WHEREAS, USA has agreed, on the terms and subject to the

conditions set forth herein, to provide registration rights with respect to the

shares of USA Common Stock to be issued to the TVTS Shareholders upon

consummation of the Transaction.



                  NOW, THEREFORE, in consideration of the foregoing premises and

the mutual agreements, covenants, representations and warranties contained

herein, and other good and valuable consideration, the receipt of which is

hereby acknowledged, the parties hereto agree as follows:



1.       SHELF REGISTRATION STATEMENT.



                  1.1 FILING; EFFECTIVE PERIOD. USA shall prepare and file with

the SEC as soon as reasonably practicable a Registration Statement on Form S-3

or Form S-4 (or other appropriate form should Form S-3 or Form S-4 be

unavailable for USA) with respect to the Registrable Securities (as defined

below) received by the TVTS Shareholders in the Transaction and shall use

reasonable best efforts to cause such Registration Statement to become effective

within two business days following the Completion Date and remain effective

until the earlier of (i) the date on which the TVTS Shareholders no longer own

any shares of Registrable Securities, and (ii) the one-year anniversary of the

Completion Date if USA has filed all reports required to be filed under the

Securities Exchange Act of 1934 in the twelve months preceding such date, and

otherwise the two-year anniversary of the Completion Date; PROVIDED, that USA

may suspend the effectiveness of such Registration Statement if and only for so

long as USA determines that such registration would require premature disclosure

of material information relating to a pending corporate development; PROVIDED,

FURTHER, that (i) any period of continuous suspension shall not exceed twenty

(20) business days, and (ii) the Registration Statement shall not be suspended

for an aggregate of greater than sixty (60) business days in any calendar year.

USA's obligation under this Section 1.1 is subject to each TVTS Shareholder's

timely cooperation in connection with the preparation and filing of the

Registration Statement. Subject to Section 10.1 of the Acquisition Agreement,

nothing herein shall be interpreted as affecting the right of any TVTS

Shareholder to sell shares of Registrable Securities in open market transactions

as permitted by Rule 145. Based on current circumstances, USA hereby agrees that

it will not take a position that any TVTS Shareholder is an "affiliate" of USA

for purposes of Rule 145.



                  1.2 REGISTRABLE SECURITIES. For purposes of this Agreement

"Registrable Securities" shall mean only those shares of USA Common Stock

received by the TVTS Shareholders in the Transaction, including, when released,

any shares of the TVTS Shareholders that are subject to the Escrow Agreement (as

may be amended, restated, modified or supplemented); PROVIDED that, for purposes

of clarity, any shares of USA Common Stock issued to any TVTS





                                      -2-



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Shareholder upon the exercise of any option to acquire shares of USA Common

Stock (whether such option was granted in connection with the Transaction or

otherwise) shall not constitute Registrable Securities.



                  1.3 REGISTRATION STATEMENT EXPENSES. All fees, disbursements

and out-of-pocket expenses and costs incurred by USA in connection with the

preparation of the Registration Statement under this Section 1 and in complying

with applicable securities and blue sky laws shall be borne by USA, including,

without limitation, printing costs, listing fees and SEC filing fees applicable

to the Registrable Securities being registered and all attorneys' fees of USA.

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